UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 27, 2012
ERHC ENERGY INC.
(Exact Name of Registrant as Specified in its Charter)
| Colorado | 000-17325 | 88-0218499 |
| State of Incorporation | Commission File Number | IRS Employer I.D. Number |
5444 Westheimer Road, Suite 1440, Houston, Texas 77056
Address of principal executive offices
Registrant’s telephone number: (713) 626-4700
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure. |
On December 28, 2012, ERHC Energy Inc. (the “Company”) announced the commencement of its previously announced rights offering, pursuant to which the Company distributed, at no charge, to its stockholders of record on December 17, 2012 non-transferable subscription rights to purchase up to an aggregate of 246,486,285 shares of the Company’s common stock (or roughly 33% of its shares currently outstanding), at a subscription price of $0.075 per full share (the “Rights Offering”). A copy of the December 28th press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
The Rights Offering will expire on January 31, 2013, unless extended by the Company’s board of directors, and any subscription rights that are not exercised by then will expire and have no further value.
The Rights Offering will be made only by means of that prospectus supplement filed with the Securities and Exchange Commission and becoming effective on December 27, 2012. The press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
The information contained in this Item 7.01 and Exhibit 99.1 to this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as may be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | | Name of Document |
| | | |
| Exhibit 99.1 | | Form of Press Release, dated December 28, 2012, relating to the distribution of subscription rights and commencement of the subscription period under the Company’s previously announced rights offering |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 28, 2012 | ERHC ENERGY INC. | |
| | | | |
| | By: | /s/ Peter C. Ntephe | |
| | | Name : Peter C. Ntephe | |
| | | Title : Chief Executive Officer | |
Exhibit Index
| Exhibit | | Name of Document |
| | | |
| Exhibit 99.1 | | Form of Press Release, dated December 28, 2012, relating to the distribution of subscription rights and commencement of the subscription period under the Company’s previously announced rights offering |
